Salisbury, MA and Franklin, MA, May 7, 2015 – TMC Environmental dba TMC Services, Inc. of Franklin, MA (TMC) and ENPRO Services, Inc. of Salisbury, MA and its related entities, ENPRO Services of Vermont, Inc., ENPRO Services of Maine, Inc. and Terralink Software Services, Inc. (ENPRO) announced today that they have entered into a definitive agreement under which a newly formed parent company, ENPRO Holdings Group, Inc. (EHGI) has acquired all outstanding shares of the named companies in a stock transaction valued at approximately $20.0 million. This combination reflects both companies’ commitment to drive sustainable growth, creating one of the region’s leading environmental & industrial service providers. EHGI will maintain its operating locations throughout the northeastern United States and Florida.
Under the terms of the transaction, all outstanding shares of TMC and ENPRO common stock have been exchanged for EHGI stock. The four shareholders of EHGI will maintain equal ownership and are comprised of the owners of the legacy companies: Thomas Clark, Jr., Bruce Irving III, David Cowie and Matthew Clark. The boards of directors of both companies approved the transaction which closed effective Thursday, May 7, 2015.
“The combination of our two companies will double the critical mass that we have gained. This is a well thought out merger that promises to bring great opportunity to our employees and increased service offerings to our clients. As the integration of our teams and resources gain momentum, we intend to solidify our operations north of Boston while adding increased presence and resources to our locations in New York, New Jersey and southward.” said Matthew Clark EHGI’s President and Chief Executive Officer “The resulting company will have an expanded geographic footprint and a number of distinct service offerings that will provide our existing client base with full service capabilities while presenting opportunity to competitively establish a foothold in new business sectors.”
“We have come to this decision after many months of carefully evaluating the strategic, financial, logistical and legal aspects of this endeavor. Throughout the process, it was important to preserve the legacy of the ENPRO brand as founded by the Irving Family some 30+ years ago. Our counterpart has embodied the same values and commitment to quality, service and integrity which our clients and the regulatory community have come to know us for.” said David Cowie EHGI’s Chairman and Chief Operating Officer “ Of utmost importance, are the increased opportunities for our employees who are the foundation on which our respective companies were built. We fully expect that this merger will provide all of us the best possible method to achieve our respective goals.”
This merger brings together two of the region’s leading mid-size environmental & industrial service firms who maintain strong market positions in complimentary areas. Each of the operating entities will realize increased availability of equipment, personnel and capital to respond to the ever changing marketplace needs while gaining improved efficiencies through utilization and response time. The combined company expects to: drive client satisfaction and retention, penetrate new markets and grow through its bolstered service offerings and geographic coverage.
“When I was asked to join the merger team for this transaction, I quickly realized the untapped potential of the two stand-alone companies and envisioned the powerhouse that this deal would produce. I’ve been working with the ENPRO and TMC executive teams for over a year and I’m excited to be part of the Sr. Executive Team and Board of Directors of EHGI. said Gordon Lewis, EHGI’s Chief Financial Officer “This Company is well capitalized and aligned with a solid middle market banking relationship through its recent transaction with Citizens Bank. By way of the synergies projected under this merger, I expect EHGI to produce exceptional year one financial performance.”
ENPRO is a customer-focused environmental field services company that specializes in the remediation and management of oil and hazardous materials. Since 1983, ENPRO has provided clients with cost-effective solutions to a wide range of environmental concerns. They are known for timely execution of response actions on small and large projects alike. Regulatory compliance and safety awareness are paramount to their success. With over 125 employees, four regional service centers, a large fleet of equipment and two hazardous waste facilities, ENPRO has firmly established a dominant presence in the Northeastern United States environmental field services market.
TMC offers diverse services to clients facing environmental and industrial cleaning challenges. Services provided include asbestos; lead, mold and infectious agent abatement; transportation and disposal of hazardous and non-hazardous waste streams; property investigation and site remediation; demolition; industrial cleaning; explosive deslagging, which is a specialized removal of furnace ash; marine, disaster and hazardous materials emergency response; and petroleum related pump and tank services. Founded by Matthew and Thomas Clark, Jr. in 1995. TMC has been in business for over 20 years and in that time they have developed a solid reputation with private and public sector clients for providing site remediation and emergency response services. The firm maintains a team of over 120 account and project managers, field personnel, and customer service representatives, many with 15+ years at TMC and 25+ years in the industry. With a large fleet of remediation and transportation equipment and offices located in MA, ME, NH, CT, NY, NJ, VT and FL, TMC has the east coast covered.
Highlights of the Transaction
This merger quickly produces
- A team of over 250 experienced environmental professionals, significantly improving our ability to identify, win, and successfully implement routine and emergency projects
- An expanded modern fleet of company-owned remediation and waste management equipment to more effectively serve existing and new clients
- Increased geographic coverage with 9 offices and 2 TSDFs thoroughly covering the Northeast and providing the opportunity to expand into the Mid-Atlantic and Southeastern States
- A greater number of service lines, including Asbestos Abatement, Marine and Industrial Services, Disaster and Emergency Response, Site Remediation, Petroleum and Chemical Storage Tank Services, Specialty Lab-Pack Services and Waste Transportation and Disposal
- Industry specific software sales and support for facility inventory and tracking of oil and hazardous waste shipments
- A platform grade company with combined revenues of $50.0M
Matthew Clark will serve as the President and CEO and David Cowie will serve as the Chairman and COO of the combined company which will operate under the ENPRO name. EHGI’s board of directors will have 7 members, which includes the four shareholders, the CFO and two outside directors who will be selected at a later date.
Pierce Atwood LLP and Burns & Levinson LLP are acting as its legal advisors, Marcum LLP is serving as the company’s independent auditing firm and Citizens Bank, N.A. holds its primary banking relationship.
Public Relations, Marketing & Contact Information
Over the course of the remainder of the year, the new corporate logo and branding will be introduced to the public. In the interim, the existing logos, branding and websites will remain. www.tmcenvironmental.com and www.enpro.com